Research On ABC Company's Internal Control Based On Overseas Merger And Acquisition

In the mature multinational group,M&A is an important means to expand the scale,realize the strategic transformation and improve the core competitiveness.It is also a frequent event.With the rapid development of the Internet,the decline in the investment scale of telecom operators and the increasingly fierce competition in the field of operators,ABC company responding to the strategic transformation target of the group company,tries to develop the new field,and initiates M&A in the target strategic field in China,but ends with failure.The purpose of this thesis is to find out the reasons for the failure of overseas mergers and acquisitions through the analysis of internal control,and to warn the domestic and foreign enterprises to strengthen the internal control in the M&A activities and improve the performance of M&A.On the basis of sorting out and summarizing the latest literature at home and abroad and combing the relevant theories,the paper outlines a series of merger and acquisition activities for the transition business and the operation support system(OSS/BSS)in the last 10 years,and briefly introduces the ABC company,on the basis of sorting out and summarizing the latest literature at home and abroad and combing the relevant theories.The internal control situation points out that the internal control of ABC company is characterized by a perfect organizational structure,a clear division of power and responsibility,the management of comprehensive information system and the process control of means,but lack of a perfect governance structure,and lack of the corresponding internal supervision and feedback mechanism.On this basis,the paper selected ABC Company which completed an acquisition in China in 2015 with Y Technology Co.Ltd.for a case study,in-depth analysis of the performance of merger integration to complete the transaction performance and the acquisition of the year completed two years later,found that the merger failed to bring performance to ABC Company is greatly improved,but in the implementation of large-scale layoffs after the Target Corp.To promote the performance,the failure of mergers and acquisitions conclusion.Then,it summarizes a series of problems in the process of M&A,such as strategic decision,integration control and M&A evaluation,which lay a foundation for further analysis and the construction of internal control system in M&A activities.According to ABC Company mergers and acquisitions from the specific case of advanced technology,the five elements of internal control theory of the COSO Committee and China's internal control management criterion,discusses the concrete manifestation of the control environment,risk assessment,control activities,information and communication and internal supervision in the case,and for the failure of mergers and acquisitions brought directly or indirectly effect.The layers of analysis of the case based on the proposed suggestions for the construction of the internal control system of ABC Company mergers and acquisitions,mergers and acquisitions activity according to the decision-making,implementation,integration and evaluation stage,the risk points and control points of different design,a complete set of internal control system for mergers and acquisitions.The innovation of this paper is combined with the analysis of the failure of mergers and acquisitions ABC Company case,as well as the various elements of internal control of the failure of mergers and acquisitions,to construct the internal control system of ABC Company merger activity;in the evaluation of the performance of mergers and acquisitions,combined with case study,the financial research method,select the rate of return on net assets,rate,capital return on investment total asset turnover and operating income growth rate and other indicators of transaction performance and integration after M&A measure of performance.There are not many researches about internal control on M&A performance and internal control in mergers and acquisitions at home and abroad.Through this study,can be established and the internal control system of mergers and acquisitions provide theoretical significance for perfecting the enterprise;through the analysis on ABC Company merger cases,internal control system construction of mergers and acquisitions,help ABC Company and domestic enterprises to strengthen risk control in mergers and acquisitions,mergers and acquisitions to achieve the intended purpose.